Shares in public companies, especially those held by insiders of recently-listed companies, are often subject to lock-up periods or escrow schedules. Having a broad overview of those schedules, even if incomplete, may be helpful in understanding the circulating supply of shares in a given company, and how this may be changed by an upcoming unlock.

The information below is indicative only, and is collected primarily from company filings and communications. If you have an amendment, please submit it via the form at the footer of the page.

Contents

Champignon Brands

Total Shares/Warrants Held in Escrow SHARES: 2,700,001
WARRANTS: 2,700,000
Release Date % of Escrowed Securities Released
Amount of Shares/Warrants Released on Listing* 27th Feb 2020 SHARES: 300,000
WARRANTS: 300,000
6 Months After Listing Date -
27th Aug 2020
1/6 of Remaining Securities –

SHARES: 450,090
WARRANTS: 450,090
12 Months After Listing Date –
27th Feb 2021
1/5 of Remaining Securities –

SHARES: 449,982
WARRANTS: 449,982
18 Months After Listing Date –
27th Aug 2021
1/4 of Remaining Securities –

SHARES: 449,982
WARRANTS: 449,982
24 Months After Listing Date –
27th Feb 2022
1/3 of Remaining Securities –

SHARES: 449,982
WARRANTS: 449,982

30 Months After Listing Date –
27th Aug 2022

1/2 of Remaining Securities –

SHARES: 449,982
WARRANTS: 449,982

36 Months After Listing Date –
27th Feb 2023
Remaining Securities –

SHARES: 449,982
WARRANTS: 449,982

*300,000 shares and company warrants were released from escrow upon the company listing on the CSE. This is outside the 2,700,001 shares and 2,700,000 warrants that are still due to be released pursuant to the above schedule.

Date of Escrow Release Number of Securities Released
30th May 2020 11,710,400 common shares
30th Aug 2020 28,832,400 common shares –

Includes 17,122,000 that were subject to legislative hold period as well as 11,710,400 that are released from escrow on the same date
30th Nov 2020 11,710,400 common shares
2nd March 2021 11,710,400 common shares
2nd June 2021 11,710,400 common shares
Total 75, 674,000

“As consideration, the Company issued 75,674,000 common shares (“Consideration Shares”). 17,122,000 of the Consideration shares will be subject to a customary hold period under securities legislation and the remaining Consideration Shares will be subject to voluntary resale restrictions and released in five equal tranches every 3 months with the first release commencing thirty days following closing. Additionally, the Company issued 2,100,000 share purchase warrants in exchange for outstanding AltMed share purchase warrants. The Company issued 2,000,000 finder common shares in connection with the acquisition.”

Numinus Wellness

% of Resulting Issuer Common Shares Released from Escrow Release Date
3,278,619 shares
34,000 warrants
75,000 options
Amount released on listing (10%)– 20th May 2020
4,917,928 shares
51,000 warrants
112,500 options
Amount released after 6 months of listing (15%)–
20th Nov 2020
4,917,928 shares
51,000 warrants
112,500 options
Amount released after 12 months of listing (15%)–
20th May 2021
4,917,928 shares
51,000 warrants
112,500 options
Amount released after 18 months of listing (15%)– 20th Nov 2021
4,917,928 shares
51,000 warrants
112,500 options
Amount released after 24 months of listing (15%)– 20th May 2022
4,917,928 shares
51,000 warrants
112,500 options
Amount released after 30 months of listing (15%)– 20th Nov 2022
4,917,928 shares
51,000 warrants
112,500 options
Amount released after 36 months of listing (15%)– 20th May 2023
32,786,185 shares
340,000 warrants
750,000 options
Total

New Wave Holdings

Date of Escrow Release Number of Securities Released
Listing date – 28th October 2019 307,246 common shares (10%)
28th April 2020 460,869 common shares (15%)
28th October 2020 460,869 common shares (15%)
28th April 2021 460,869 common shares (15%)
28th October 2021 460,869 common shares (15%)
28th April 2022 460,869 common shares (15%)
28th October 2022 460,869 common shares (15%)
Total 3,072,460 common shares

“Escrow releases of Resulting Issuer Shares will be scheduled at periods specified in NP 46-201 for emerging issuers, that is, 10% will be released upon the Listing Date followed by six subsequent releases of 15% each, every six months thereafter for 36 months. The form of the escrow agreement must be as provided in NP 46-201. This escrow release schedule is subject to acceleration in accordance with NP 46-201.”

Date of Escrow Release Number of Securities Released
Listing Date – 28th October 2019 1,050,000 common shares (10%)
28th April 2020 1,575,000 common shares (15%)
28th October 2020 1,575,000 common shares (15%)
28th April 2021 1,575,000 common shares (15%)
28th October 2021 1,575,000 common shares (15%)
28th April 2022 1,575,000 common shares (15%)
28th October 2022 1,575,000 common shares (15%)
Total 10,500,000 common shares

“aggregate of 10,500,000 Resulting Issuer Shares held by former New Wave Esports Shareholders will be subject to the same terms as the Escrow Agreement.”

Red Light Holland

Upon listing, zero shares were in escrow. However, upon listing on the CSE, securities held by company ‘principles’ were held in escrow and will be released pursuant to the schedule below. Their definition of company ‘principle: 

“(i) directors and senior officers of the Resulting Issuer or any material operating subsidiary, (ii) Promoters of the Resulting Issuer during the two (2) years preceding the Amalgamations, (iii) holders of more than 10% of the outstanding Resulting Issuer Shares who also have a right to elect or appoint a director or senior officer of the Resulting Issuer or a material operating subsidiary, (iv) holders of more than 20% of the outstanding Resulting Issuer Shares, (v) companies, trusts, partnerships or other entities held more than 50% by one or more of the foregoing, and (vi) spouses or other relatives that live at the same address as any of the foregoing.”

Name of ‘Principal’ Shareholder Number of Shares Held
Todd Shapiro (CEO) 9,625,000 (4.99%)
Anne Barnes 4,333,333 (2.25%)
Date of Escrow Release Number of Escrowed Securities Released
Upon listing on exchange –
28th May 2020
10% - Aggregate: 1,395,833
6 months after listing on exchange –
28th Nov 2020
15% - Aggregate: 2,093,750
12 months after listing on exchange –
28th May 2021
15% - Aggregate: 2,093,750
18 months after listing on exchange –
28th Nov 2021
15% - Aggregate: 2,093,750
24 months after listing on exchange –
28th May 2022
15% - Aggregate: 2,093,750
30 months after listing on exchange –
28th Nov 2022
15% - Aggregate: 2,093,750
36 months after listing on exchange –
28th May 2023
15% - Aggregate: 2,093,750
  • 1. 18,181,818 common shares and 18,181,818 common share purchase warrants issued during first tranche of private placement (dated 9th June 2020) due to be released from hold period on 9th October 2020.
  • 2. 5,033,515 common shares and 5,033,515 common share purchase warrants issued during second tranche of private placement (dated 16th June 2020) due to be released from hold period on 17th October 2020.
  • 3. 11,389,696 common shares and 11,389,696 common share purchase warrants issued during final (non-brokered) tranche of private placement (dated 16th July 2020) due to be released from hold period on 17th November 2020. This is an aggregate number, considering both the units issued as part of share exchange between RLH and Pharmadrug and the units issued to cash investors.

Empower Clinics

Date of Escrow Release Number of Securities Released
1st August 2019 1,225,490 common shares
1st November 2019 1,225,490 common shares
1st February 2020 1,225,490 common shares
1st May 2020 1,225,490 common shares
1st May 2020 1,225,490 common shares
1st August 2020 1,225,490 common shares
1st November 2020 1,225,490 common shares
1st February 2021 1,225,490 common shares
1st May 2021 1,225,490 common shares
1st August 2021 1,225,490 common shares
1st November 2021 1,225,490 common shares
1st February 2022 1,225,490 common shares
1st May 2022 1,225,490 common shares
Total 14,705,882 common shares

“Issuance of 22,058,823 common shares of the Company (each a “Share”) at a deemed price of US$0.136 ($0.183) per Share, representing the average daily closing price of the Shares on the Canadian Securities Exchange for the 10-day trading period ended April 26, 2019. Pursuant to an escrow agreement dated April 30,2019, 14,705,882 of the Shares will be held in escrow by Odyssey Trust Company, and will vest in quarterly installments over 36 months from the date of the Closing”

Date of Escrow Release Number of Securities Released
17th Sep 2019 599,900 common shares
17th Dec 2019 599,900 common shares
17th Mar 2020 599,900 common shares
17th Jun 2020 599,900 common shares
17th Sep 2020 599,900 common shares
17th Dec 2020 599,900 common shares
17th Mar 2021 599,900 common shares
17th Jun 2021 599,900 common shares
17th Sep 2021 599,900 common shares
Total 5,400,000 common shares

Aggregate of shares issued to both CIO (consulting fees) and the company CEO (as part of employment contract). 5,000,000 shares issued to the CEO were placed in escrow, 400,000 shares issued to CIO were placed in escrow. They are both subject to the same escrow terms.

  • 1. 16,325,000 shares and 16,325,000 warrants will be released from hold period on 18th August 2020 pursuant to brokered PP dated 17th April 2020.
  • 2. 14,417,334 shares and 14,417,334 warrants will be released from hold period on 17th November 2020 pursuant to PP dated 16th July 2020.

Hollister Biosciences

Date of Escrow Release Number of Escrowed Securities Released
Upon listing on CSE exchange –
25th Nov 2019
10% - 4,422,180 common shares
6 months after listing –
25th May 2020
15% - 6,633,270 common shares
12 months after listing –
25th Nov 2020
15% - 6,633,270 common shares
18 months after listing –
25th May 2021
15% - 6,633,270 common shares
24 months after listing –
25th Nov 2021
15% - 6,633,270 common shares
30 months after listing –
25th May 2022
15% - 6,633,270 common shares
36 months after listing –
25th Nov 2022
15% - 6,633,270 common shares
Total 44,221,800 common shares
Date of Escrow Release Number of Securities Released
25th March 2020 8,570,000 shares
25th July 2020 8,570,000 shares
25th November 2020 8,570,000 shares
25th March 2021 8,570,000 shares
Total 34,280,000 shares

“Shares issued to Hollister members in exchange for all issued and outstanding Hollister membership interests pursuant to securities exchange agreement with Weldon. 60,000,000 pre-consolidation shares were issued with 8,580,000 pre-consolidation shares cancelled, leaving 51,420,000 pre-consolidation shares outstanding as part of transaction. The 34,280,000 shares in the table above accounts for a 1.5:1 share consolidation. This is part of a voluntary lockup.”

Venom Extracts acquisition – 70,390,672 payment shares issued, of which 63,351,605 (90%) are subject to the following lockup period:

Date of Release Number of Securities Released
25th May 2020 10,558,601 common shares
25th November 2020 10,558,601 common shares
25th May 2021 10,558,601 common shares
25th November 2021 10,558,601 common shares
25th May 2022 10,558,601 common shares
25th November 2022 10,558,601 common shares
Total 63,351,605 common shares

b) 29,610,054 earn-out shares were also issued, payable as follows:

“The Earn-Out Shares will be issued on the earlier of (i) December 31, 2021, or (ii) when and if the following milestones have been met:

  • 19,740,036 Earn-Out Shares will be issued when revenue of Venom Extracts reaches CDN$30,000,000 (calculated in accordance with IFRS from January 1, 2020); and
  • An additional 9,870,018 Earn-Out Shares will be issued when revenue of Venom Extracts reaches CDN$40,000,000 (calculated in accordance with IFRS from January 1, 2020)” 
6,000,000 shares issued to finders in relation to the transaction are due to be released from hold period on 25th July 2020.

Alphamind acquisition – 4,200,000 payment shares issued which are subject to the following lockup:

Date of Release Number of Securities Released
30th May 2020 1,400,000 common shares
30th June 2020 1,400,000 common shares
30th August 2020 1,400,000 common shares
Total 4,200,000 common shares
b) 1,800,000 earn-out shares were also issued, payable as follows
“The Earn-Out Shares will be issued on the earlier of (i) December 31, 2020, or (ii) upon AlphaMind’s first production run or its first sales of product.”

Codebase Ventures

  • 1. 7,500,000 shares and 7,500,000 warrants are due to be released from hold period on 16th August 2020 pursuant to closing of a non-brokered PP on 15th April 2020 (first tranche).
  • 2. 20,470,000 shares and 20,470,000 warrants are due to be released from hold period on 5th September 2020 pursuant to closing of a non-brokered PP on 5th May 2020 (second tranche).

MindMed

Date of Escrow Release Number of Securities Released
3rd March 2020 Multiple voting shares: 137,500
3rd September 2020 Subordinate shares: 8,930,000
3rd March 2021 Subordinate shares: 8,930,000
3rd September 2021 Subordinate shares: 8,930,000
Total Subordinate shares: 35,720,000
Date of Escrow Release Number of Securities Released
3rd March 2020 Resulting issuer shares: 1,050,000
3rd September 2020 Resulting issuer shares: 1,050,000
3rd March 2021 Resulting issuer shares: 1,050,000
3rd September 2021 Resulting issuer shares: 1,050,000
Total 4,200,000

Securities deposited into escrow in relation to MindMed – Broadway Gold RTO. The description of escrow terms is very unclear in the three sources I have listed, although I cannot find a table of their own. The above subordinate shares are all subject to the above escrow schedule, however the multiple voting shares issued are subject to a voluntary lock-up agreement (or I have taken it to mean this) which takes priority over original escrow arrangement minus the 25% released on the listing date (3rd March 2020).  

Date of Escrow/Lockup Release Number of Securities Released
6th April 2020 Subordinate voting shares: 4,123,500
5th May 2020 Subordinate voting shares: 33,386,500
3rd September 2020 Subordinate voting shares: 26,621,041
Multiple voting shares: 41,250 (10%)
3rd March 2021 Multiple voting shares: 41,250 (10%)
3rd September 2021 Multiple voting shares: 41,250 (10%)
3rd March 2022 Multiple voting shares: 288,750 (70%)
Total Subordinate voting shares: 64,131,041
Multiple voting shares: 412,500

64,131,041 subordinate voting shares were subject to the above lock-up agreement, of which 26,621,041 remain locked up to be released on 3rd September 2020. 

Cross-referencing 3 documents (attached) regarding the RTO transaction and concurrent brokered private placement shows that Savant Addiction Medicine is the only holder of multiple voting shares (550,000) and has led me to believe that 25% of those were released from escrow upon listing (3rd March 2020), with the 412,500 remaining multiple voting shares subject to the 24-month lock-up agreement above. 

 Important Note

Due to the nature of this emergent industry, which includes a high number of reverse takeovers and fundraising routes, the information contained on this page should be treated as indicative estimates only. The information has been collected by Psilocybin Alpha on a best-efforts basis using company filings, corporate communications, and in some cases verification through discussion with Company officers. As with all of our information and resources, it should not be used to arrive at investment decisions. Some dates may have been rounded and/or approximated.

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